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The Payments Industry Is Changing. Are You Ready?

Find out how the payments space has changed in the past year, and where it’s heading.

In this week's episode of Industry Focus: Financials, Gaby Lapera and John Maxfield interview Jason Oxman, Chief Executive Officer of the industry trade group Electronic Transactions Association. The ETA has over 500 members, from Visa(NYSE:V) and MasterCard(NYSE:MA) to Apple(NASDAQ:AAPL) and Square.

Listen in to hear how the space has radically changed in 2015, what changes are on the horizon and how they'll make payments more secure and personalized, and how everyday people and investors should look at these innovations.

A full transcript follows the video.

Gaby Lapera: Hello everyone, welcome to Industry Focus! This is Gaby Lapera here with John Maxfield on the phone, and Jason Oxman from the Electronic Transactions Association is joining us in the studio today. We're very, very excited to bring you a special episode. I know we don't normally do a lot of interviews, but I thought we would shake up the new year -- happy new year, by the way -- by having Mr. Oxman on today.

We received an email from your organization detailing some of the very exciting advances in electronic transactions. I know that sounded sarcastic, guys, but it wasn't. And, just a little bit about the Electronic Transactions Association. It is an industry trade group, you have over 550 members that include everyone from Apple to Visa to the up-and-comers like Square. Very exciting. Thank you for coming down to the office today.

Jason Oxman: Thanks for having me, Gaby, and happy new year to you and John!

John Maxfield: Thank you very much, Jason, I appreciate it.

Lapera: Yeah. So, I think we should just dive in because we have a lot of questions for you, because you have a very interesting job. The payments industry is in the midst of a transformation. You have PayPal, it just went public and it's continuing to grow. You have Square, as I mentioned. For our listeners who don't know what Square is, it's a way for people to take credit card payments the other cell phone using a little doohickey, that's the technical term, I believe, that plugs into--

Oxman: Dongle, actually, is the technical term.

Lapera: That doesn't even sound real, but I know you're right. The dongle plugs into the phone and it acts as a magnetic card reader. But you also have old players like Visa and MasterCard re-vamping their technology to accept, for example, the chip cards that are becoming popular and eventually mandatory, right?

Oxman: You're absolutely right, Gaby. That was a lot you just covered, 40 years' worth of evolution of the payments industry in your one question. It is definitely an exciting time in payments. When we look back on 2015, it will certainly be viewed as a most transformative period in the payments industry in the last 40 years. You mentioned that ETA is the trade association of the payments industry, so, we have a unique vantage point in representing more than 500 companies that are engaged in payments, both on the financial institution side and on the technology side.

And the payments industry is something that really the consumers haven't paid a lot of attention to for the last 40 years, because it's so simple, really. We've had plastic cards with magnetic stripes on the back of it. That's literally a 40-year-old technology. Same technology used in cassette tapes, that's how old it is. And that's been the extent of the payments industry for the last four decades. Now, it's enormously popular to use that form of payment. U.S. consumers have 1.2 billion debit and credit cards in their wallets, and there are more than 8 million merchants in the U.S. that you can use those cards at. So, it is the preferred method of payment. I remember companies processed about $5T in payments in 2015, so, definitely the preferred method of payment.

Looking ahead, as we enter 2016, the transformation that our industry is undergoing is truly remarkable. It's a transformation both in the form factor in the way we pay, the plastic cards themselves are changing. As you mentioned, we're migrating to chip technology, that's a migration that we started in 2015 and we're continuing it here in 2016 as well. That's an upgrade to the security technology that we use in plastic cards, and we should definitely talk about that, because everyone over the course of 2016 is going to have these chip cards in their wallet, everyone's going to be using them at stores, and not everybody knows how they work or what it is they do. So, we should definitely spend a little time on that.

But then, we're also seeing an interesting form factor change in payments in that consumers are increasingly using their phones as their credit cards. So, not carrying around those plastic cards at all. And that's something we're going to continue to see over the course of 2016 -- phones, watches, other wearables to pay with. 2016 is definitely going to be a very exciting year in new payments technology.

Lapera: Do you have any insight into why this is all happening now?

Oxman: Yeah, I think the technology is ready for that change in infrastructure. If you're talking about mobile payments, for example, why is it happening now, obviously, we've had cell phones for decades. And we've had credit cards for decades. So why are the two finally coming together now? It's a couple of things. First of all, it's the ubiquity of smartphones. Most consumers who have a phone in the U.S. have a smartphone, and they are robustly capable of doing a number of things that we never thought we would ever do on a smartphone. Think about it. It's only now nine years since the introduction of the iPhone. The iPhone came on the market in 2007. And think about all the things we do on our mobile devices that we never contemplated before. We all used to buy cameras to take pictures, nobody does that anymore. They use their phone for cameras. We all carry around our music collection on our phones, nobody buys plastic discs anymore. Nobody buys stand-alone GPS units, we all use our phones to navigate with. We use our phones to email and communicate with one another. Sometimes, we even use them to make phone calls.

The next logical step, I think, is using your phone to pay. And it's definitely a change in mind-set. People haven't thought of the phone as being a secure way to pay. But in fact, the implementation of mobile payments that Apple and Samsung and Google have all done with their various payment tools is the most secure implementation of a payments device ever. The mere fact that you can lock your phone with a four-digit code, the fact that your transaction is initiated by using your fingerprint, those are all incredibly secure ways of initiating a payments transaction. You also have tokenization in a mobile payments transaction, so your actual account number isn't transmitted anywhere, there's nothing to steal. And you have a dynamic security code, so even if that token were intercepted, it would only be usable that one time, it can't be used ever again. So, it's an incredibly secure implementation.

But really, what we're going to see over the course of 2016 is consumers getting used to the idea, as they did with music and digital cameras and GPS, of using their phone for something they never thought they'd use it for. And that's going to be a very exciting development.

Lapera: Yeah, this is really interesting. Maxfield, did you have a question and I cut you off?

Maxfield: It's fine. Jason, one of the things with the payment industry, when you think about payments, it's kind of like electricity or plumbing. It's a critical service that is provided to all of us, but is largely invisible. I'm a guy who studies banks. But even to somebody with as much knowledge about the financial industry as me, the payments industry is still kind of a mystery. So, I wondered if you would give us, from your vantage point, you're looking over the entire industry -- can you talk about what exactly is the payments industry, that underlying infrastructure? And also, who are the main players that are currently over on top of it? And who are these new players that are emerging? And how do you see that competition between those two playing out?

Oxman: That's a great question, John. The payments industry is often described as a four-party model. If you will close your eyes and imagine a diagram with four parties on it.

Lapera: Not while you're driving.

Oxman: Let's think about it this way. It's actually neatly divided into two halves. Each half of the model has two parties to it. On the consumer side, we all carry around credit and debit cards, and we get those cards from what's called an issuer. An issuer is generally a financial institution that issues credit cards. Visa, MasterCard, American Express, Discover. Those are all card networks. Cards issuers issue cards that travel over those networks. So, that's one half of the four-party model: the consumer and their issuer.

The other half of the model is the merchant. Obviously, you need a place to use those cards. You need to shop and spend money. Those cards are usable at 8M merchants in the US. Each of those merchants have an acquirer, and the acquirer is the financial institution that provides card acceptance capabilities. So, that's the second half of the model, the merchant and the acquirer.

So, that four-party model: the consumer nand their issuer, the merchant and their acquirer is the way the payment system grew up. Now, I promise you this won't be a 45-minute lecture on the payments industry infrastructure. But the question you asked, I think, requires this kind of background. Somebody has to tie that all together. So, I have my card from an issuer, I'm going to go shop at a merchant who probably has a different bank. So, who ties that all together? Who makes sure, when I swipe my card, that the transaction will be approved, it'll be transmitted across a network, my issuer will know to bill me, and the issuer will pay my merchant? Well, the card networks do that. Visa and Mastercard are the largest in the country. American Express and Discover are also large card networks as well.

So, that is the payments industry. Other players in the industry include companies called payment processors, those are the companies that actually process the payments, that is to say, that transmit the payment. So, the issuing bank gets the notification and approves it so the merchant can get paid. The largest payment processor in the country is Bank of America (NYSE:BAC)Merchant Services, First Data, companies that are large, publicly traded companies. Global Payments, Vantiv, Elavon, that a lot of people haven't heard of. There are companies that make infrastructure. The swipe terminals that you either tap your phone on or tap your card or dip your card, if you're using a chip card. Ingenico and Verifone. And then, there are, of course, financial institutions that both issue cards and provide acquiring services to merchants. Chase, Bank of America, Wells Fargo, and others.

Those are really the traditional players in the payments ecosystem. Now, today, of course, in 2016, we have mobile payments, as well. So, companies like Apple and Samsung and Google with Android Pay are offering payment services. They're cooperating with large mobile network operators -- AT&T, Verizon, T-Mobile -- that are offering those services over their devices and over their network. And those are interacting with the traditional payment services, the Visa and MasterCards of the world, the banks, the processors of the world, to make sure that mobile payments can be enabled at the point of sale.

So, it's a pretty complicated infrastructure, but the good news is -- and you mentioned this, John -- it's entirely invisible to the consumer because it works so well. The card networks process literally thousands of transactions per second. When you dip your chip card in, it takes a few seconds for the transaction to be completed. But what's happening in that few seconds is, your card is being validated, a message is being sent to your issuing bank to make sure you're not over your limit and the card isn't expired or reported stolen, and somebody who's using the card isn't someone who shouldn't be using the card, and it all happens in a few seconds and it's largely invisible. But a lot of companies are involved.

Lapera: That brings me to my next question. Do you think people are going to move to consolidate all these processes into one vendor? I think, the example that comes to mind is really Walmart's (NYSE:WMT) CurrentC. They are trying to cut out Visa and MasterCard, I believe, so they don't have to pay them there 2-4% fee on that. And they're trying to use this QR code system via mobile payments. Do you think that might be the way forward?

Oxman: Let's talk about CurrentC. It's a very interesting product. The company is actually called MCX, that developed CurrentC. MCX is actually a member of ours at ETA. They are a payments system like many of the others that we've described. They have a very unique ownership structure, and you alluded to it. They're actually owned buy more than 40 of the nation's largest retailers. Walmart is one, Target is another, a lot of brick and mortar retailers--

Lapera: A lot of pharmacies, as well.

Oxman: A lot of pharmacies like CVS and Rite Aid are participating, gas stations, that you can have an airline as one of their owners. And they are, as you mentioned, working collaboratively to develop a payments infrastructure that they can use to deploy mobile payments using QR codes to their customers. Now, some MCX owners are also accepting other mobile payment services like Apple Pay and Samsung Pay and Android Pay. Some of them are waiting for MCX to deploy their network service. In 2015, MCX launched a pilot in Ohio.

In 2016, they're going to be expanding to a number of other markets. The one thing that's most interesting is, some of the MCX owners are also, and we've seen this in recent weeks in the headlines, deploying their own mobile wallet services in conjunction with, for example, Walmart's in-app service. So, you can use Walmart's service and pay in the store using your mobile device in the Walmart app. So, a lot of companies are doing a lot of different experimentation with different technologies. Some will work, some won't. But I think what MCX is doing is very interesting, and certainly, their owners are very engaged in it.

Lapera: Yeah. So, this is the space that investors are definitely going to want to watch, because there's clearly a lot of innovation going on, and just like with any other industry, when there's this much innovation, some are going to fail, some are going to explode. So you just need to keep your eye on that.

Maxfield: Jason, I'm going to slightly go off-script here. But, when you look at, say, the beginning of the credit card. So, the BankAmericard what kind of that first thing. And then, it switched into Visa, which was a consortium of these financial companies. So, what's interesting for right now is, a lot of the innovations feather gaining notoriety in the payments space are really your non-traditional financial players. Not even your non-traditional financial players, but even non-financial players. You have Apples, Samsungs. So, the question that I wonder is, when you look at these organizations that provide the actual underlying financial infrastructure and the might, i.e. the funding, why is it that today, it seems like those guys are somewhat ceding the innovations to non-financial players? Why isn't it that, like when Visa was originally created, and all those financial companies got together and worked on it themselves, and all owned it together? Why is it different this time around?

Oxman: That's a great question, John, and I love your harkening back to the history of the creation of the Visa network with BankAmericard, which was started in the late 1950s by Bank of America and a number of other banks; it eventually became, as you noted, the Visa network. And it was really until the mid-2000s that the banks actually owned Visa and MasterCard. They spun both of them off into separate, publicly traded companies. So, they're no longer bank-owned. But, what's interesting about it, and you mention this, is that it was a consortium of competitors that put those networks together. So, these were issuing banks that competed fiercely against each other in the marketplace for the attention of and the business of consumers, and then, they collaborated together to build a network that allowed interoperability among all of their separately issued cards. The network affects of a network like the BankAmericard network, later Visa, were obvious. Consumers could use them anywhere that they wanted to, and that was very important to the success of those cards.

So, fast forward to today. As Gaby mentioned, MCX is owned by a network of fierce competitors. In this case, retail competitors who are collaborating together to build an interoperable network. I think what's interesting about today's scenario -- and again, you alluded to this -- that a number of the innovators in payments are not traditional financial institutions, Apple being the best example of that. Apple launched Apple Pay to much fanfare in late 2014. And Apple, obviously, is not a bank. But what they did is, they partnered with the ecosystem. And that's what I think is really the great story the payments industry has to tell, and one of the reasons 2016 is going to be such an exciting year in our industry. Unlike most other -- and I do mean most other -- incumbent industries, our industry's reaction to this kind of disruptive innovation, that tech companies, retailers, non-financial institutions are bringing to the payments market, is a positive reaction.

They're looking to partner with them. In some cases, they're partnering with each other to get those out in the market. If you look at any other incumbent industry, whether it's what is the record industry did when Grokster and Napster first came on the scene, they went all the way to the Supreme Court to try to stop them. It's what the movie studios did when the VCR first came out, again, sued to try to block that, because they couldn't figure out how to compete against it. It's what the buggy whip industry did when the car came out. Every incumbent industry reaction negatively to this kind of innovation. But I think a lot of the reason you're seeing the kind of partnerships, consortium, and competition across the payments industry is, everyone is willing to embrace new ways of initiating payments transactions, because it is good for the whole ecosystem.

Maxfield: Yeah. That makes a ton of sense. I've always been wondering if there was, in the background, the antitrust concerns, or the competitors, or what. So, that was great insight. And, Jason, as you look forward -- you're in a pretty interesting place right now. If you're looking at all the industries that are going through pretty transformative changes, the payments landscape is definitely one of those places where a lot is happening right now. And in the midst of all this noise -- and I know this is going to be somewhat of an unfair question, because there's so many different moving parts right now. But when you look out, in 10 years, are we talking, the payments landscape looks nothing like it did before? Or are these just variations on a theme that is already in existence?

Oxman: There are a couple things to think about. One of the things that's most important about a payments system or network is security and reliability. So, there's a reason that, if you look at Visa, for example, that Visa invests hundreds of millions, in some cases, billions of dollars, per year, in the network, in building it, maintaining it, fighting fraud, securing it against outside and inside breaches. Those kind of networks are absolutely crucial to the reliability, security, and utility of the system. So, if I'm thinking 10 years from now, will there still be payments networks that are interoperable, that are interactive? Absolutely, there will be, because that's where the utility comes from. When we look at mobile payments, for example, the success story in mobile payments before 2015, when Apple Pay and Samsung Pay and Google's Android Pay came on the market, was Starbucks (NASDAQ:SBUX). Starbucks was the number one most popular mobile payments platform in the U.S. Why is that? Because you could use it at every Starbucks, and it was easy, and it was robust and safe and reliable, and it was rewarding, because they tracked your reward points. That's the kind of thing that consumers need to see and want to see when they decide what kind of payments instrument to use. Now, the downside of the Starbucks app if you can't use it anywhere other than Starbucks. So, if that was the only thing we had out there, we'd all be heavily caffeinated, but we wouldn't have much else going on in our lives.

Maxfield: More heavily caffeinated, Jason.

Oxman: More heavily, if that's possible. So, when I think about the future payments systems, that network security will always be paramount, because from the consumer's perspective, and frankly, from regulator's perspective as well, having that protection of a robust network is incredibly important. Now, what will change between now and 10 years from now is the form factor. The means of initiating a transaction will continue to evolve. And that's the big transformation we are seeing in the industry right now with the migration from the ubiquitous plastic card to the phone to the watch, to whatever is next as far as technology. Maybe in 10 years from now, we'll all have chips in our wrists that we'll just tap on a payment terminal. But the network will still need to be the core of everything we do.

Maxfield: One last question from me, and then I'll hand it back to Gaby. I have a tendency to monopolize. Now, let's talk about your average person, sitting there at home listening to this podcast, listening to these huge changes that are going on in the payments industry. What should the average person be thinking? Should they be excited? Will things get cheaper? Easier? More convenient? What are the things the average consumer should be grasping on to?

Oxman: What the average consumer cares about as a consumer, as opposed to as an investor, is making sure that their payments are secure and reliable. That is something that I think is more in focus in 2016 than it ever has been in our industry. And the reason for that is cybercriminals are increasingly more active, they're engaged, they're sophisticated, they're dogged in their efforts. And we are making significant upgrades to the payments network in 2016 to address that. As a corollary to that, I think consumers need to recognize that using their mobile devices to pay is the most secure implementation of payments initiation that we've ever seen.

The Federal Reserve surveys consumers every year about mobile payments, and asks those who are not using them why they aren't using them, and the number one answer they get back in the survey every year, including last year's survey in 2015, is, "I think my phone is less secure than my plastic card." And that's simply not true, but it also shows that consumers are very interested in and concerned about security. So, I think that's something the average consumer should be paying a lot of attention to -- how these upgrades in security are making electronic payments the most secure way to pay.

And then, the second thing I'd note is, consumers want to be rewarded, engaged. Payments, for the consumer, is a commodity. It's not something they think about. They don't go to the store and say, "I want to pay today." They want to buy something, want to engage with their favorite merchant. Similarly, the merchant isn't interested in just having somebody pay them. They're interested in developing a relationship and having the customer come back. And I think we're seeing a lot more capabilities come together with the payments that weren't available in the plastic card world. Your plastic card doesn't know anything about you, it doesn't know who you are, where you are, what you like. But your phone knows all of those things. So, that creates a lot of opportunities for consumers to engage more robustly with their favorite merchants, and for merchants to share more things with their customers, like location-based offers and digital couponing, and things that make the payment piece more rewarding than it's ever been.

Lapera: That was a very complete answer, thank you. I am, of course, interested in biometrics, slightly from a selfish perspective because I was part of the OPM hack. I don't know if you've heard about this, the Office of Personal Management got hacked a couple of months ago.

Oxman: I got my letter too.

Lapera: My fingerprints got stolen, which was not a great feeling. I was like, "Oh, my social security number, I kind of understand. But my fingerprints! That feels so personal." So, I think what you're saying about security, especially since a lot of these credit cards are starting to hint at using biometrics, it'll be a very interesting ride going forward. So, what, in your opinion -- this is the big question -- is the key to winning the payments game?

Oxman: From the perspective of the payments company, the key to winning is two things. One, security. Preventing fraud, protecting the consumer against any harm, making sure that transactions are securely routed, authorized, and finalized. And that security piece is paramount, because we're talking about people's money. That's incredibly important. And that's what the payments industry does best. The reason that consumers choose electronic payments at the point of sale is they have 100% protection against any liability for fraud. Somebody steals $20 out of my pocket, it's gone. I'm never going to see it again, I've lost $20. If I see a $20 fraudulent charge on my credit card statement, I have no liability for that. So, that, I think, is the number one most important thing for whatever payments implementation we're talking about. Protecting the consumer, securing the transaction.

The second thing, and I alluded to this in my answer to John's last question, is interacting with the consumer and the merchant in a way that makes the payment rewarding. And again, payments, historically, in that plastic card, magnet stripe world, has been a commodity transaction. You do it at the end when you're leaving the store. You swipe your card, you're done. Now, we have the opportunity with mobile payments, and with more robust access to data, to make that transaction more interactive and more rewarding.

But consumers are not going to switch from plastic cards to mobile payments because using plastic cards is hard. It's not hard. And carrying a wallet around is not that much of a pain in comparison to carrying your phone around. So, the value proposition for success in payments technology is not, "You can finally stop carrying your plastic card around," because it's easy to do so, and that's not enough of a reason to switch. But if you can add more value to the transaction, and make life more rewarding for the consumer by, going back to Starbucks, making it easy to track your stars, so you get your 10th drink free. That was the Starbucks proposition. And they're now processing, as we enter 2016, more than 25% of all their transactions on their mobile app.

Lapera: So, that's basically a combination between a payment system and a loyalty rewards program, all in one.

Oxman: I think that's exactly right.

Lapera: That's exciting.

Oxman: It is exciting. And again, from the consumers perspective, it's great. And from the merchant's perspective, it's wonderful, because payment itself is part of what the merchant wants. Obviously, they want to get paid for their goods or services. But if you have the opportunity to engage more deeply with your customer, then it becomes more of a rewarding product.

Lapera: Absolutely.

Maxfield: Let me ask one last question. There's a lot in this conversation about connecting your payments system with these localized offerings. When you guys are thinking about and talking about and looking at the payments industry, is Starbucks the example that's proved that this can work, and can be a successful strategy?

Oxman: It is a great example, and the reason it's a great example, John, is because it works for both sides of the equation. It works great for the merchant. Starbucks has more engaged customers who love using the app, who want to get their stars for loyalty, and it's a lot easier for Starbucks to manage the financial transactions through their app than it is for you handing a couple of crinkly dollar bills to them at the cash register. So, it works great from the merchant side. And from the consumer side, it works great too, which is why everybody's using it. It's easy to use, easy to load, it's seamless, you've got your phone on you, and now that Starbucks, in 2016, is implementing order ahead capability into the app, you can have your coffee waiting for you and pay for it automatically in the app and not even have to talk to anybody at the store.

So, it is a great example, because it shows how implementation, in this case, in a closed-loop environment, again, you can't use your Starbucks Card anywhere other than Starbucks to buy Starbucks, it can work very well. Now, obviously, it's a lot more challenging to implement a system that can be used at 8M merchants, as opposed to just one. But I think Starbucks does show the model of how you can make it rewarding for both the merchant and the consumer.

Lapera: And I'm sure the federal government is also excited. You mentioned the crinkly dollar bills. I've worked in the service industry, and I remember how it is with dollar bills, just floating around. I'm sure the federal government is very excited to have a way to track everything as a result. Auditing will be much easier in the future. Anyways, do you think there's a big opportunity for investors here?

Oxman: Without providing any specific investing advice--

Lapera: Yes.

Oxman: I think the opportunity for anyone who pays attention to this sector is, in all of the new technologies out there that are making transactions more secure and rewarding for consumers, there are a lot of companies that participate in ETA that are technology companies, and there are a lot of companies that are financial institutions, and we talked about the card networks and equipment manufacturers. The definition of a payments company is a lot broader than it was just a few years ago. Again, when we were in the plastic card world, it was a lot easier to define who a payments company was. If you look at the AngelList of start-ups out in California right now, in Silicon Valley, there are 2,000 companies that identify themselves as payments start-ups, and that's up from none just a decade ago. So, that's a very interesting space to watch.

But -- and again, without getting into any specific companies -- I do think this is a very interesting time in our space. Particularly, as the U.S. economy continues to recover in 2016, consumers are out shopping more, merchants have more products and services on offer, we're moving into an online world. And I think it's a great time, and a very interesting time, in our industry.

Lapera: Yeah. And it's really exciting for financial news. I know that sometimes, this podcast, especially in comparison to the healthcare and tech and consumer goods podcast, is not maybe as exciting. Things tend to be a little stodgier, and we kind of like them that way. But tech is really changing the name of the game, and it's an exciting time to be alive and a very exciting time to invest.

I think that's about it. Thank you very much for joining us, Mr. Oxman, and thanks for joining us on the phone, John. As usual, people on the program may have interests in the stocks they talk about, and The Motley Fool may have recommendations for or against, so don't buy or sell stocks based solely on what you hear. Thanks for joining us. I hope you like this week's episode. I certainly liked it. Write to us at industryfocus@fool.com if you have any questions or want to tell us how you are paying for your Starbucks coffee. Have a good week!

Suzanne Frey, an executive at Alphabet, is a member of The Motley Fool's board of directors. Gaby Lapera has no position in any stocks mentioned. John Maxfield owns shares of Bank of America. The Motley Fool owns shares of and recommends Alphabet (A shares), Alphabet (C shares), Apple, MasterCard, PayPal Holdings, Starbucks, Visa, and Wells Fargo. The Motley Fool has the following options: short January 2016 $52 puts on Wells Fargo. The Motley Fool recommends American Express, Bank of America, CVS Health, and Verizon Communications. Try any of our Foolish newsletter services free for 30 days. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. The Motley Fool has a disclosure policy.